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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
DECEMBER 19, 1997
_______________________________
Date of Report (Date of earliest event reported)
COMPUTER HORIZONS CORP.
(exact name of registrant as specified in its charter)
NEW YORK 0-7282 13-2638902
___________________ ______________________ __________________
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
49 OLD BLOOMFIELD AVENUE, MOUNTAIN LAKES, NEW JERSEY 07046-1495
______________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(973) 299-4000
_______________________________________________________________
(Registrant's telephone number, including area code)
NOT APPLICABLE
_______________________________________________________________
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement and Plan of Merger, dated as
of December 2, 1997, among Computer Horizons Corp., a New York
corporation ("Computer Horizons"), CG Computer Services
Corporation, a California corporation ("CG"), CHC Acquisition
Corp., a California corporation and wholly-owned subsidiary of
Computer Horizons ("Sub"), Alan R. Grushcow and Sabina Ephraim
(the "Merger Agreement"), the merger of Sub with and into CG (the
"Merger") was consummated on December 19, 1997. Pursuant to the
Merger, CG became a wholly-owned subsidiary of Computer Horizons
and each of the shares of common stock, no par value, of CG that
were outstanding immediately prior to the consummation of the
Merger were converted into the right to receive .79033 shares of
common stock, par value $.l0, of Computer Horizons ("Computer
Horizons Common Stock"). As a result of the Merger, Alan R.
Grushcow and Sabina Ephraim, the sole stockholders of CG (the
"Stockholders"), shall receive a total of 566,666 shares of
Computer Horizons Common Stock for all of the outstanding shares
of CG. Approximately 56,666 shares of such shares of Computer
Horizons Common Stock shall be held in escrow in the event
Computer Horizons shall be entitled to indemnification for
certain breaches by the Stockholders of representations,
warranties or obligations made by them in the Merger Agreement.
Subject to any claims for indemnification, one-half of such
escrowed shares (or if such shares have been liquidated, the cash
value thereof) shall be delivered to the Stockholders upon the
issuance of an audit report with respect to the consolidated
financial statements of Computer Horizons for the fiscal year
ending December 31, 1997 and the balance of such escrowed shares
shall be delivered to the Stockholders upon the first anniversary
of consummation of the Merger.
CG provides information technology staffing,
provisioning and support primarily on the west coast of the
United States through its San Francisco and Los Angeles,
California locations. CG has moved into other markets by
expanding in Chicago, Illinois and Parsippany, New Jersey.
Through its staff of consultants, CG provides a wide range of
information technology support and staffing to Fortune 500
companies.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a)and(b) Upon further review and consultation with its advisors,
the Company has determined that the financial
statements of the business acquired (CG) and the
related proforma financial information are not required
pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, the Company has
elected not to provide such information.
(c) The following documents are furnished as Exhibits to
this Current Report on Form 8-K/A pursuant to Item 601
of Regulation S-K:
2.* Agreement and Plan of Merger, dated December 2, 1997,
among Computer Horizons Corp., CG Computer Services
Corporation, CHC Acquisition Corp., Alan R. Grushcow
and Sabina Ephraim
____________________
* previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
COMPUTER HORIZONS CORP.
Date: February 24, 1998
By: /s/ William J. Murphy
Name: William J. Murphy
Title: Chief Financial Officer
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
2.* Agreement and Plan of Merger, dated as of December 2, 1997,
among Computer Horizons Corp., CG Computer Services
Corporation, CHC Acquisition Corp., Alan R. Grushcow and
Sabina Ephraim.
* previously filed
